Statement re Scisys
Microgen PLC
11 April 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
For immediate release
11 April 2008
Microgen plc ('Microgen' or the 'Company')
Statement regarding Scisys plc ('Scisys')
The Board of Microgen notes the recent rise in the share price of Scisys and
the associated press speculation. Microgen confirms that on 3 April 2008, it
acquired 3,206,081 shares in Scisys at 32 pence per share and on 7 April 2008
acquired an additional 464,605 shares at 36.5 pence per share. In total
therefore Microgen holds 3,670,686 shares representing approximately 12.89% of
the issued share capital of Scisys.
Microgen and Scisys have collaborated in a number of business areas and this
operational relationship continues. An informal meeting has been held between
Microgen and Scisys and the Board of Microgen continues to consider its options,
which may or may not include an offer for Scisys. This announcement does not
amount to a firm intention to make an offer under Rule 2.5 of the City Code on
Takeovers and Mergers and, as such, there can be no certainty that any offer
will be made nor as to the terms and pre-conditions on which any such offer may
be made.
A further announcement may be made, if and when appropriate.
Enquiries:
Microgen plc Tel: 01252 772300
Martyn Ratcliffe
Philip Wood
Arbuthnot Securities Limited Tel: 020 7012 2000
Tom Griffiths
Alasdair Younie
Financial Dynamics Tel: 020 7831 3113
Giles Sanderson
Haya Chelhot
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Microgen or of Scisys, all 'dealings' in
any 'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Microgen or Scisys, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Microgen or Scisys by Microgen or Scisys, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
In accordance with Rule 2.10 of the Code, Microgen confirms that, as at the
close of business on 10 April 2008, it had in issue 102,882,276 ordinary shares
of 5p each.
The ISIN reference for the Ordinary Shares is GB0005869531.
This information is provided by RNS
The company news service from the London Stock Exchange
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